1. Every limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, which is purporting to transact business in this State as a foreign registered limited-liability limited partnership and which willfully fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 is subject to a fine of not less than $1,000 but not more than $10,000, to be recovered in a court of competent jurisdiction.
2. Every limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, which is purporting to transact business in this State as a foreign registered limited-liability limited partnership and which fails or neglects to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 may not commence or maintain any action, suit or proceeding in any court of this State until it has registered in this State.
3. The failure of a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state and purporting to do business in this State as a foreign registered limited-liability limited partnership, to register with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575 does not impair the validity of any contract or act of the limited-liability limited partnership or prevent the limited-liability limited partnership from defending any action, suit or proceeding in any court of this State.
4. When the Secretary of State is advised that a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, is subject to the fine described in subsection 1, the Secretary of State may, as soon as practicable, refer the matter to the district attorney of the county where the limited-liability limited partnership has its principal place of business or the Attorney General, or both, for a determination of whether to institute proceedings to recover the fine. The district attorney of the county where the limited-liability limited partnership has its principal place of business or the Attorney General may institute and prosecute the appropriate proceedings to recover the fine. If the district attorney or the Attorney General prevails in a proceeding to recover the fine described in subsection 1, the district attorney or the Attorney General is entitled to recover the costs of the proceeding, including, without limitation, the cost of any investigation and reasonable attorney’s fees.
5. In the course of an investigation of a violation of this section, the Secretary of State may require a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, to answer any interrogatory submitted by the Secretary of State that will assist in the investigation.
6. A limited partner of a limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, is not liable as a general partner of the limited-liability limited partnership solely by reason of having transacted business in this State without registration.
7. A limited-liability limited partnership, formed pursuant to an agreement governed by the laws of another state, by transacting business in this State without registering with the Secretary of State in accordance with the provisions of NRS 87A.540 or 88.575, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State.
8. The Secretary of State may adopt regulations to administer the provisions of this section.
(Added to NRS by 2009, 1708; A 2013, 888)
Structure Nevada Revised Statutes
Chapter 88 - Uniform Limited Partnership Act
NRS 88.325 - Name of partnership: Reservation; transfer of right to exclusive use of reserved name.
NRS 88.327 - Name of partnership: Reinstatement or revival under old or new name; regulations.
NRS 88.336 - Form required for filing of records.
NRS 88.338 - Filing of records written in language other than English.
NRS 88.340 - Partnership records: Microfilming; imaging; return.
NRS 88.345 - Right of partner to transact other business with partnership.
NRS 88.355 - Amendment and restatement of certificate of limited partnership.
NRS 88.360 - Cancellation of certificate of limited partnership.
NRS 88.365 - Authority of district court to order signing of certificate.
NRS 88.370 - Notice imparted by filing certificate of limited partnership.
NRS 88.375 - Manner in which certificates must be signed.
NRS 88.380 - Filing and effectiveness of certificates or judicial decrees.
NRS 88.385 - Liability for false statements in certificates.
NRS 88.390 - Delivery of certificates to limited partners.
NRS 88.395 - Annual list: Filing requirements; fees; notice; regulations.
NRS 88.397 - Additional filing requirements for certain partnerships: Criteria; statement; fees.
NRS 88.410 - Defaulting partnerships: Conditions and procedure for reinstatement.
NRS 88.420 - When person becomes limited partner; admission of additional limited partners.
NRS 88.430 - Liability to other persons; exceptions.
NRS 88.435 - Liability of person erroneously believing self to be limited partner.
NRS 88.440 - Right of limited partner to records and information of partnership.
NRS 88.445 - Admission of additional general partners.
NRS 88.450 - Events of withdrawal.
NRS 88.455 - Rights, powers and liabilities.
NRS 88.460 - Contributions to partnership by general partner.
NRS 88.470 - Form of partner’s contribution.
NRS 88.475 - Liability of partner for contributions to partnership.
NRS 88.480 - Sharing of profits and losses among partners.
NRS 88.485 - Distribution of assets among partners.
NRS 88.495 - Withdrawal of general partner.
NRS 88.500 - Withdrawal of limited partner.
NRS 88.505 - Distribution upon withdrawal.
NRS 88.510 - Distribution in kind.
NRS 88.515 - Rights upon distribution.
NRS 88.520 - Limitations on distribution.
NRS 88.522 - Limitations on distributions applicable to restricted limited partnerships.
NRS 88.525 - Liability upon return of contribution.
NRS 88.528 - Nature of interest in partnership.
NRS 88.535 - Rights and remedies of creditor of partner.
NRS 88.540 - Right of assignee to become limited partner; liability.
NRS 88.545 - Rights of estate of deceased or incapacitated partner.
NRS 88.550 - Events causing dissolution.
NRS 88.555 - Dissolution by decree of district court.
NRS 88.565 - Distribution of assets.
NRS 88.570 - Law governing organization, internal affairs and liability of limited partners.
NRS 88.580 - Issuance of certificate of registration by Secretary of State.
NRS 88.585 - Registration of name.
NRS 88.590 - Amendments to application for registration.
NRS 88.5915 - Additional filing requirements for certain partnerships: Criteria; statement; fees.
NRS 88.592 - Certificate of authorization to transact business.
NRS 88.5925 - Addresses of general partners required; failure to file.
NRS 88.5935 - Defaulting partnerships: Duties of Secretary of State.
NRS 88.594 - Defaulting partnerships: Conditions and procedure for reinstatement.
NRS 88.5945 - Defaulting partnerships: Reinstatement or revival under old or new name; regulations.
NRS 88.595 - Cancellation of registration.
NRS 88.600 - Penalty for transacting business without registration; enforcement; regulations.
NRS 88.602 - Activities not constituting transaction of business.
NRS 88.603 - Determination of whether solicitation is made or accepted.
NRS 88.605 - Action by Attorney General to restrain transaction of business.
NRS 88.607 - Termination of registration.
NRS 88.608 - Liability of partner for debt or liability of partnership.
NRS 88.6085 - Liability of persons acting on behalf of partnership without authority.
NRS 88.609 - Name of foreign partnership.
NRS 88.610 - Authority of limited partner to bring action.
NRS 88.615 - Qualifications of plaintiff.
NRS 88.630 - Legislative intent.
NRS 88.635 - Applicability of NRS 87.010 to 87.430, inclusive.
NRS 88.640 - Provisions for existing partnerships.
NRS 88.650 - Operation of domestic partnership in another jurisdiction.